7.1  Appointment of Committees.  The Board of Directors may appoint an Executive Committee and such other committees as the Board from time to time deems necessary or appropriate to conduct the business and further the objectives of this  corporation.  The appointment by the Board of an Executive Committee and any other committee having the authority of the Board shall be by resolution adopted by a majority of Directors then in office.  The Executive Committee and any other committee having authority of the Board shall consist of two (2) or more Directors.

7.2  Powers and Authority of Committees.  The board of Directors may delegate to the Executive Committee or any other committee having the authority of the Board, any of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, except the following: 

a.  The approval of any action for which the Nonprofit Public Benefit Corporation Law of the State of California also requires the approval of members of a corporation in which event the approval of the Board of Directors shall be required, if there are no members, and the approval of the members shall be required if there are then members.

b.  The filling of vacancies on the Board or in any committee which has the authority of the Board.

c.  The fixing of compensation of the Directors for serving on the Board or on any committee.

d.  The amendment or repeal of Bylaws or the adoption of new Bylaws.

e.  The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable.

f.  The appointment of committees of the Board or the members thereof.

g.  The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

h.  The approval of any self-dealing transaction except as permitted in Section 5.20 of these Bylaws.

8.1  Fiscal Year.  The fiscal year of the corporation shall end on the last day of  December of each year.

8.2  Inspection of Corporate Records.  The books of account and minutes of the  proceedings of members and Directors, and of any Executive Committee or other committees of the Directors, shall be open to inspection at any reasonable time upon the written demand of any member.  Such inspection may be made in person or by an agent or attorney, and shall include right to make photocopies and  extracts.

8.3  Representation of Shares of Other Corporations.  The President or any Vice-President and the Secretary or any Assistant Secretary of the Corporation are authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in  the name of the corporation.  The authority herein granted to said officers may be exercised by such officers in person or by other persons authorized to do so by proxy duly executed by such officers.

8.4  Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes  or other evidences of indebtedness issued in the name of or payable to the corporation and any and all securities owned by or held by the corporation requiring signatures for transfer shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by the Board of Directors.

8.5  Execution of Contracts.  The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer, or officers, agent, or agents, to enter into any contract or execute any contract or execute any instrument in the name of and on behalf of the corporation and such authority may be general or confirmed to specific instances and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by  any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.  Provided, that pursuant to Section 5214 of the  Nonprofit Public Benefit Corporation Law of the State of California, any such contract or instrument between the corporation and any third person, when signed by the President or any Vice-President and the Secretary-Treasurer or any Assistant  Secretary-Treasurer of the corporation, shall be valid and binding upon the corporation in the absence of actual knowledge on the part of said third person that the signing officers had no authority to execute the same.

8.6  Annual Report - When Required.  As long as the corporation has more than one hundred (100) members or $10,000 in assets at any time during the year, the Board shall cause an annual report to be sent to the members not later than one hundred twenty (120) days after the close of the corporation's fiscal year.  Such reports shall contain in appropriate detail the following: 

a.  The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year.

b.  The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c.  The revenues or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

 d.  The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

 e.  Any information required by Section 8.7 of these Bylaws.

a.  The amount and circumstances of any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year of the corporation to any officer or Director of the corporation; provided, that no such report need be made in the case of indemnification approved by the members; and

b.  Any "covered transaction" (defined below) during the previous fiscal year of the corporation involving (1) more than fifty thousand dollars ($50,000) or, (2) which was one of a number of "covered transactions" in which the same "interested person" (define below) had a direct or indirect material financial interest, and which transaction in the aggregate involved more than fifty thousand dollars ($50,000).  The statement shall describe the names of any "interested persons" involved in such covered transaction, including such "interested person's" relationship to the transaction, and where practicable, the amount of such interest; provided, that in the case of a transaction with a partnership of which the "interested person" is only a partner, only the interest of the partnership need be stated.  For the purposes of this section, a "covered transaction" is a transaction in which the corporation, or its parent or subsidiary, was a party, and in which either of the following had direct or indirect material financial interest:

i.  Any Director or officer of the corporation, or its parent or subsidiary; or

ii.  Any holder of more than ten percent (10%) of the voting power of the corporation, or of its parent or subsidiary.

8.8  Corporate Loans, Guarantees and Advances.  The corporation shall not make any loan of money or property to or guarantee the obligation of any Director or officer, or any member upon the security of memberships in the corporation, except as is expressly allowed under the Nonprofit Public Benefit Corporation Law of the State of California Section 5236.

9.1  Effective Date.  These Bylaws shall become effective immediately upon their adoption.  Amendments to these Bylaws shall become effective immediately upon their adoption unless the Board of Directors or members of the corporation in adopting them provide that they are to become effective at a later date. 

9.2  Amendments.  These Bylaws may be amended or repealed and new Bylaws adopted by the vote of two-thirds (2/3) of the members of the Board of Directors then in office upon proper notice, unless the action would materially and adversely affect the rights of the members as to voting or transfer; except that Bylaws affecting the following may be adopted, amended or repealed only by the affirmative vote of two-thirds (2/3) of the votes represented and voting at a duly held meeting at which a quorum is present, or by written ballot pursuant to  Section 4.9:

a.  A Bylaw specifying or changing a fixed number of Directors;

b.  A Bylaw changing from a fixed to a variable Board or vice versa;

c.  A Bylaw increasing the term of office of Directors;

d.  A Bylaw increasing the quorum of members; and

e.  A Bylaw repealing, restricting, creating or expanding proxy rights.